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Frontier Communications Corp – ‘10-K’ for 12/31/17 – ‘EX-10.33’

On:  Wednesday, 2/28/18, at 6:12pm ET   ·   As of:  3/1/18   ·   For:  12/31/17   ·   Accession #:  20520-18-7   ·   File #:  1-11001

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/01/18  Frontier Communications Corp      10-K       12/31/17  125:23M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.43M 
 2: EX-10.31    Material Contract                                   HTML     55K 
 3: EX-10.32    Material Contract                                   HTML     56K 
 4: EX-10.33    Material Contract                                   HTML     53K 
 5: EX-10.34    Material Contract                                   HTML     54K 
 6: EX-10.35    Material Contract                                   HTML     50K 
 7: EX-10.36    Material Contract                                   HTML     50K 
 8: EX-10.38    Material Contract                                   HTML     92K 
10: EX-21       Subsidiaries List                                   HTML     58K 
11: EX-23       Consent of Experts or Counsel                       HTML     35K 
 9: EX-12       Statement re: Computation of Ratios                 HTML     88K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     40K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     40K 
14: EX-32       Certification -- §906 - SOA'02                      HTML     38K 
21: R1          Document and Entity Information                     HTML     60K 
22: R2          Consolidated Balance Sheets                         HTML    122K 
23: R3          Consolidated Balance Sheets (Parenthetical)         HTML     55K 
24: R4          Consolidated Statements Of Operations               HTML     95K 
25: R5          Consolidated Statements Of Comprehensive Loss       HTML     41K 
26: R6          Consolidated Statements Of Equity                   HTML     84K 
27: R7          Consolidated Statements Of Cash Flows               HTML    146K 
28: R8          Description Of Business And Summary Of Significant  HTML    117K 
                Accounting Policies                                              
29: R9          Recent Accounting Pronouncements                    HTML     55K 
30: R10         Acquisitions                                        HTML    165K 
31: R11         Accounts Receivable                                 HTML    101K 
32: R12         Property, Plant And Equipment                       HTML    105K 
33: R13         Goodwill And Other Intangibles                      HTML    141K 
34: R14         Long-Term Debt                                      HTML    381K 
35: R15         Restructuring Costs                                 HTML     63K 
36: R16         Investment and Other Income, Net                    HTML     65K 
37: R17         Capital Stock                                       HTML     44K 
38: R18         Stock Plans                                         HTML    144K 
39: R19         Income Taxes                                        HTML    258K 
40: R20         Net Loss Per Common Share                           HTML    137K 
41: R21         Comprehensive Loss                                  HTML    174K 
42: R22         Segment Information                                 HTML     36K 
43: R23         Quarterly Financial Data                            HTML    221K 
44: R24         Retirement Plans                                    HTML    523K 
45: R25         Fair Value Of Financial Instruments                 HTML    364K 
46: R26         Commitments And Contingencies                       HTML    140K 
47: R27         Description Of Business And Summary Of Significant  HTML    146K 
                Accounting Policies (Policy)                                     
48: R28         Description Of Business And Summary Of Significant  HTML     78K 
                Accounting Policies (Tables)                                     
49: R29         Acquisitions (Tables)                               HTML    155K 
50: R30         Accounts Receivable (Tables)                        HTML     96K 
51: R31         Property, Plant And Equipment (Tables)              HTML    101K 
52: R32         Goodwill And Other Intangibles (Tables)             HTML    129K 
53: R33         Long-Term Debt (Tables)                             HTML    355K 
54: R34         Restructuring Costs (Tables)                        HTML     57K 
55: R35         Investment and Other Income, Net (Tables)           HTML     63K 
56: R36         Stock Plans (Tables)                                HTML    119K 
57: R37         Income Taxes (Tables)                               HTML    244K 
58: R38         Net Loss Per Common Share (Tables)                  HTML    130K 
59: R39         Comprehensive Loss (Tables)                         HTML    172K 
60: R40         Quarterly Financial Data (Tables)                   HTML    219K 
61: R41         Retirement Plans (Tables)                           HTML    503K 
62: R42         Fair Value Of Financial Instruments (Tables)        HTML    362K 
63: R43         Commitments and Contingencies (Tables)              HTML    124K 
64: R44         Description Of Business And Summary Of Significant  HTML     64K 
                Accounting Policies (Narrative) (Details)                        
65: R45         Description Of Business And Summary Of Significant  HTML     56K 
                Accounting Policies (Schedule Of Revenue From                    
                External Customers) (Details)                                    
66: R46         Recent Accounting Pronouncements (Details)          HTML     44K 
67: R47         Acquisitions (Narrative) (Details)                  HTML     93K 
68: R48         Acquisitions (Schedule Of Purchase Price            HTML     56K 
                Allocation) (Details)                                            
69: R49         Acquisitions (Unaudited Pro Forma Information)      HTML     43K 
                (Details)                                                        
70: R50         Acquisitions (Schedule Of Acqusition And            HTML     45K 
                Integration Costs) (Details)                                     
71: R51         Accounts Receivable (Narrative) (Details)           HTML     38K 
72: R52         Accounts Receivable (Accounts Receivable)           HTML     42K 
                (Details)                                                        
73: R53         Accounts Receivable (Schedule Of Allowance For      HTML     46K 
                Doubtful Accounts) (Details)                                     
74: R54         Property, Plant And Equipment (Narrative)           HTML     48K 
                (Details)                                                        
75: R55         Property, Plant, & Equipment (Property, Plant And   HTML     70K 
                Equipment, Net) (Details)                                        
76: R56         Property, Plant, & Equipment (Schedule Of           HTML     35K 
                Depreciation Expense) (Details)                                  
77: R57         Goodwill And Other Intangibles (Narrative)          HTML     67K 
                (Details)                                                        
78: R58         Goodwill And Other Intangibles (Schedule Of         HTML     44K 
                Goodwill Activity) (Details)                                     
79: R59         Goodwill And Other Intangibles (Components Of       HTML     50K 
                Other Intangibles) (Details)                                     
80: R60         Goodwill And Other Intangibles (Schedule Of         HTML     36K 
                Amortization Expense) (Details)                                  
81: R61         Long-Term Debt (Narrative) (Details)                HTML    195K 
82: R62         Long-Term Debt (Long-Term Debt) (Details)           HTML     69K 
83: R63         Long-Term Debt (Schedule Of Debt) (Details)         HTML    134K 
84: R64         Long-Term Debt (Debt Maturities By Year) (Details)  HTML     49K 
85: R65         Long-Term Debt (Schedule Of Future Minimum Lease    HTML     75K 
                Obligations) (Details)                                           
86: R66         Restructuring Costs (Narrative) (Details)           HTML     48K 
87: R67         Restructuring Costs (Changes In Restructuring       HTML     41K 
                Reserve) (Details)                                               
88: R68         Investment and Other Income, Net (Details)          HTML     41K 
89: R69         Capital Stock (Narrative) (Details)                 HTML     86K 
90: R70         Stock Plans (Narrative) (Details)                   HTML     87K 
91: R71         Stock Plans (LTIP Target Performance Shares)        HTML     46K 
                (Details)                                                        
92: R72         Stock Plans (Restricted Shares Outstanding)         HTML     64K 
                (Details)                                                        
93: R73         Income Taxes (Narrative) (Details)                  HTML     89K 
94: R74         Income Taxes (Reconciliation Of Provision For       HTML     63K 
                Income Taxes) (Details)                                          
95: R75         Income Taxes (Components Of Net Deferred Income     HTML     78K 
                Tax Liability (Asset) (Details)                                  
96: R76         Income Taxes (Schedule of Components of Income Tax  HTML     68K 
                Expense (Benefit)) (Details)                                     
97: R77         Income Taxes (Changes In The Balance Of             HTML     41K 
                Unrecognized Tax Benefits) (Details)                             
98: R78         Net Loss Per Common Share (Narrative) (Details)     HTML     43K 
99: R79         Net Loss Per Common Share (Calculation Of Net       HTML     69K 
                Income (Loss) Per Common Share) (Details)                        
100: R80         Comprehensive Loss (Narrative) (Details)            HTML     48K  
101: R81         Comprehensive Loss (Accumulated Other               HTML     64K  
                Comprehensive Loss, Net of Tax) (Details)                        
102: R82         Comprehensive Loss (Reclassification Out of AOCI)   HTML     58K  
                (Details)                                                        
103: R83         Segment Information (Details)                       HTML     36K  
104: R84         Quarterly Financial Data (Narrative) (Details)      HTML     48K  
105: R85         Quarterly Financial Data (Schedule Of Quarterly     HTML     50K  
                Financial Data) (Details)                                        
106: R86         Retirement Plans (Narrative) (Details)              HTML    116K  
107: R87         Retirement Plans (Projected Benefit Obligation)     HTML    105K  
                (Details)                                                        
108: R88         Retirement Plans (Net Periodic Benefit Cost)        HTML     61K  
                (Details)                                                        
109: R89         Retirement Plans (Asset Allocations) (Details)      HTML     44K  
110: R90         Retirement Plans (Pension Expected Benefit          HTML     48K  
                Payments) (Details)                                              
111: R91         Retirement Plans (Assumptions Used) (Details)       HTML     51K  
112: R92         Retirement Plans (Schedule of Expected Benefit      HTML     55K  
                Payments for OPEB) (Details)                                     
113: R93         Retirement Plans (Net Periodic Benefit Cost Not     HTML     45K  
                Yet Recognized) (Details)                                        
114: R94         Retirement Plans (Amounts Recognized as a           HTML     57K  
                Component of AOCI) (Details)                                     
115: R95         Fair Value of Financial Instruments (Pension Plan   HTML     82K  
                Assets Measured At Fair Value On Recurring Basis)                
                (Details)                                                        
116: R96         Fair Value of Financial Instruments (Changes In     HTML     46K  
                Fair Value Of Plan's Level 3 Assets) (Details)                   
117: R97         Fair Value of Financial Instruments (Redemption Of  HTML     77K  
                The Plan's Level 3 Investments) (Details)                        
118: R98         Fair Value Of Financial Instruments (Long Term      HTML     38K  
                Debt) (Details)                                                  
119: R99         Commitments And Contingencies (Narrative)           HTML     50K  
                (Details)                                                        
120: R100        Commitments and Contingencies (Future Minimum       HTML     51K  
                Rental Commitments For All Long-Term Noncancelable               
                Operating Leases) (Details)                                      
121: R101        Commitments and Contingencies (Future Payments For  HTML     48K  
                Obligations Under Noncancelable Long Distance                    
                Contracts And Service Agreements) (Details)                      
122: R102        Commitments and Contingencies (Outstanding          HTML     45K  
                Performance Letters Of Credit) (Details)                         
124: XML         IDEA XML File -- Filing Summary                      XML    227K  
123: EXCEL       IDEA Workbook of Financial Reports                  XLSX    143K  
15: EX-101.INS  XBRL Instance -- ftr-20171231                        XML   6.89M 
17: EX-101.CAL  XBRL Calculations -- ftr-20171231_cal                XML    331K 
18: EX-101.DEF  XBRL Definitions -- ftr-20171231_def                 XML    933K 
19: EX-101.LAB  XBRL Labels -- ftr-20171231_lab                      XML   2.03M 
20: EX-101.PRE  XBRL Presentations -- ftr-20171231_pre               XML   1.58M 
16: EX-101.SCH  XBRL Schema -- ftr-20171231                          XSD    281K 
125: ZIP         XBRL Zipped Folder -- 0000020520-18-000007-xbrl      Zip    333K  


‘EX-10.33’   —   Material Contract


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 C:   C: 
  Exhibit 10.33 Form of Restricted Stock Agreement  

Exhibit 10.33

 

FTR_Comm_email_signature_120p.jpg



RESTRICTED STOCK AGREEMENT



This Agreement is made as of ______________ (“Date of Award”) between Frontier Communications Corporation, a Delaware corporation (the “Company”) and ____________ (the “Grantee”). In consideration of the agreements set forth below, the Company and the Grantee agree as follows:



1.Grant. A restricted stock award (“Award”) of ______________(“Award Shares”) of the Company’s common stock (“Common Stock”) is hereby granted by the Company to the Grantee subject to the following terms and conditions and to the provisions of the Frontier Communications Corporation 2017 Equity Incentive Plan (the “Plan”), the terms of which are incorporated by reference herein.



2.Transfer Restrictions. None of the Award Shares shall be sold, assigned, pledged or otherwise transferred, voluntarily or involuntarily, by the Grantee until such time as the restrictions on said Award Shares have lapsed.



3.Release of Restrictions. The restrictions set forth in Section 2 above shall lapse on one-third (33.3%) of the Award Shares on each ___________, beginning in ____, and ending on _____________.



4.Forfeiture. The Award Shares shall be forfeited to the Company (a) upon the Grantee’s termination of employment with the Company prior to the date the restrictions lapse as provided in Section 3 above, [or] (b) in the event the Company notifies Grantee in writing that Company has determined that Grantee has breached the terms of Section 5 below, [or (c) in accordance with the Company’s Clawback Policy]1.



5.Misconduct. The Award Shares shall be forfeited to the Company if the Compensation Committee of the Company’s Board of Directors (the “Committee”) determines that the Grantee has engaged in “Misconduct” as defined below. The Committee may in its sole discretion require the Grantee to return all Award Shares that were vested within the twelve month period immediately preceding a date on which the Grantee engaged in such Misconduct, as determined by the Committee, or if no longer held by the Grantee, to pay to the Company any and all gains realized from such Award Shares. For purposes of this Section 5, gains realized shall mean the greater of (i) the number of net shares retained by, or delivered to, the Grantee upon vesting of Award Shares multiplied by the closing price of Common Stock on the date of vesting or (ii) the amount realized by Grantee upon the disposition of the number of net shares delivered upon vesting of Award Shares. The Company shall be entitled to set-off against the amount of any such gains realized any amount owed to the Grantee by the Company, to the extent that such set-off is not inconsistent with Section 409A of the Internal Revenue Code of 1986, as amended.

1 Insert for SVPs and above only.

 


 

Misconduct” means any of the following, as determined by the Committee in good faith: (i) violating any agreement between the Company and the Grantee, including but not limited to a violation relating to the disclosure of confidential information or trade secrets, the solicitation of employees, customers, suppliers, licensors or contractors, or the performance of competitive services; (ii) competing with the company by working for, managing, operating, controlling or participating in the ownership, operation or control of, any company or entity which provides telephone, Internet or video products or services, (iii) violating the Company’s Code of Business Conduct and Ethics; (iv) making, or causing or attempting to cause any other person to make, any statement (whether written, oral or electronic), or conveying any information about the Company which is disparaging or which in any way reflects negatively upon the Company, unless required by law or pursuant to a Company policy; (v) improperly disclosing or otherwise misusing any confidential information regarding the Company; (vi) unlawful trading in the Company’s securities or of another company based on information gained as a result of the Grantee’s employment or other relationship with the Company; (vii) engaging in any act which is considered to be contrary to the best interests of the Company, including but not limited to recruiting or soliciting employees of the Company; or (viii) commission of a felony or other serious crime or engaging in any activity which constitutes gross misconduct.



This Section 5 shall also apply if the Grantee commits Misconduct after his or her employment with the Company terminates.



6.Adjustment of Shares. Notwithstanding anything contained herein to the contrary, in the event of any change in the outstanding Common Stock resulting from a subdivision or consolidation of shares, whether through reorganization, recapitalization, share split, reverse share split, share distribution or combination of shares or the payment of a share dividend, the Award Shares shall be treated in the same manner in any such transaction as other Common Stock. Any Common Stock or other securities received by the Grantee with respect to the Award Shares in any such transaction shall be subject to the restrictions and conditions set forth herein.



7.Rights as Stockholder. The Grantee shall be entitled to all of the rights of a stockholder with respect to the Award Shares including the right to vote such shares and to receive dividends and other distributions payable with respect to such shares since the Date of Award. Any stock dividends payable with respect to such shares shall bear the same restrictions as the underlying shares. Said restrictions shall lapse at the same time as restrictions lapse on the underlying shares.



8.Escrow of Share Certificates. Certificates for the Award Shares shall be issued in the Grantee’s name and shall be held by Fidelity Investments (“Fidelity”) on behalf of the Company until all restrictions lapse or such shares are forfeited as provided herein. A certificate or certificates representing the Award Shares as to which restrictions have lapsed shall be delivered to the Grantee, upon the Grantee’s request, upon such lapse.

1

 


 

9.Government Regulations. Notwithstanding anything contained herein to the contrary, the Company’s obligation to issue or deliver certificates evidencing the Award Shares shall be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.



10.Withholding Taxes. The Company shall have the right to require the Grantee to remit to the Company, or to withhold from other amounts payable to the Grantee, as compensation or otherwise, an amount sufficient to satisfy all federal, state and local withholding tax requirements. The Grantee’s tax withholding obligation will be satisfied by the Company’s withholding of shares unless timely written election is made by the Grantee to elect to remit payment to cover the withholding tax obligation and the payment is received by the stock plan administrator in accordance with the administrative guidelines prior to vesting.



11.Employment. Nothing in this Agreement shall confer upon Grantee any right to continue in the employ of Company, nor shall it interfere in any way with the right of the Company to terminate Grantee’s employment at any time.



12.Plan. Grantee acknowledges receipt of a copy of the Plan, agrees to be bound by the terms and provisions of the Plan, and agrees to acknowledge, upon request of Company, receipt of any prospectus or prospectus amendment provided to Grantee by Company. [Grantee further acknowledges that no portion of this Award is intended to be a Qualified Performance-Based Award (as defined in the Plan).]2



13.Securities Laws. Grantee agrees to comply with all applicable securities laws upon sale or disposition of shares acquired hereunder.



14.Notices. Notices to Company shall be addressed to it at: 401 Merritt 7, Norwalk, CT 06851.



Notice to Grantee shall be mailed to the Grantee at either the Legal/Residential Address on file with Frontier and Fidelity or, to the email address on file with Fidelity; in accordance with the Grantee’s mailing preference on file with Fidelity. Company or Grantee may from time to time designate in writing different addresses for receipt of notice. Notice shall be deemed given when properly addressed and sent first class or express mail, or sent electronically.



15.Governing Law. The terms of this Agreement shall be binding upon Company, Grantee and their respective successors and assigns. This Agreement shall be performed under and determined in accordance with the laws of the State of Connecticut.



Insert for SVPs and above only.

2

 


 



IN WITNESS WHEREOF, the Company has caused this Award to be granted on the date first above written.


FRONTIER COMMUNICATIONS CORPORATION







 

 

By:  ________________________

 

_________________________

Name:

 

Participant Name:

Title:

 

Acceptance Date:





3

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:3/1/18
Filed on:2/28/184
For Period end:12/31/1711-K
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/25/22  Frontier Comms Parent, Inc.       10-K       12/31/21  139:25M
 3/03/21  Frontier Comms Parent, Inc.       10-K       12/31/20  130:46M                                    Certent, Inc./FA
 8/07/18  SEC                               UPLOAD9/05/18    1:44K  Frontier Comms Parent, Inc.
 7/19/18  SEC                               UPLOAD9/05/18    1:47K  Frontier Comms Parent, Inc.
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Filing Submission 0000020520-18-000007   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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